Common use of Corporate Organization and Qualification Clause in Contracts

Corporate Organization and Qualification. Each of the Company and each of its Significant Subsidiaries is a corporation or limited liability company duly organized or formed, as the case may be, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own or lease and operate its properties and to conduct its business as it is currently being conducted and is proposed to be conducted. Each of the Company and each of its Significant Subsidiaries is duly licensed, authorized or qualified as a foreign corporation or limited liability company for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership, lease or operation of property or conduct of business requires such qualification, except where its failure to be so licensed, authorized or qualified would not have, individually or in the aggregate, a Material Adverse Effect. The Company has delivered to the Investor a complete and correct copy of the certificate of incorporation and the bylaws or comparable governing instruments of the Company and each of its Significant Subsidiaries, each as amended to date and each of which as so delivered is in full force and effect. The Company has delivered to the Investor a complete and correct copy of the minute books of the Company and each of its Significant Subsidiaries, and each such minute book includes minutes of the meetings of, and resolutions adopted by, the stockholders or members of such entity, the board of directors or comparable governing body of such entity and the committees of the board of directors or comparable governing body of such entity to date.

Corporate Organization and Qualification. Each of the Company and each of its Significant Subsidiaries Subsidiary is a corporation or corporation, limited liability company or partnership duly organized or formedincorporated, as the case may beorganized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to own or lease and operate its properties and to conduct its business in all material respects as it is currently being conducted and is proposed to be conducted. Each of the Company and each of its Significant Subsidiaries Subsidiary is duly licensed, authorized or qualified as a foreign corporation or limited liability company partnership for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership, lease or operation of property or conduct of business requires such qualification, except where its the failure to be so licensed, authorized or qualified and in good standing would not havenot, individually or in the aggregatetaken as a whole, have a Material Adverse Effect. The Company has delivered to the Investor made available upon request by Buyer a complete and correct copy of the certificate Articles of incorporation Continuance in force on the date hereof and the bylaws or comparable governing instruments Bylaws of the Company and each of its Significant SubsidiariesSubsidiary, each as amended to date and each of which as so delivered made available is in full force and effect. The Company has delivered to the Investor will make available upon request by Buyer a complete and correct copy of the minute books of the Company and each of its Significant SubsidiariesSubsidiary, and each such minute book includes to include minutes of the meetings of, and resolutions adopted by, the stockholders or members Board of such entity, Directors and the board boards of directors or comparable governing body of such entity the Significant Subsidiary and the committees of the board of directors or comparable governing body of such entity thereof to date.